We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Condition of Real Property Clause in Contracts

Condition of Real Property. Except as specifically described on Schedule 5.8(c), the representations in this Section 5.8(c) are true. No Company Party has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service at the Real Property. All utilities servicing the Real Property are publicly provided and maintained, and all facilities located on the Real Property are supplied with utilities necessary for the operation of such facilities. The Real Property is suitable for use in the Ordinary Course of Business and has no deferred repair items unless specifically reserved in the financial statements. The Real Property abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable and appurtenant easement benefiting the Real Property. To the Knowledge of Sellers, the present use and occupancy of the Real Property is not in material violation of any zoning, subdivision or other land use, structural safety, or other similar Law (as used in this Section 5.8, sometimes collectively referred to herein as the “Real Property Laws” or individually, a “Real Property Law”). No Company Party has received any notice of violation of any Real Property Law, and, to the Knowledge of Sellers, there is no Basis for the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any Real Property Law that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of each Company Party’s business as currently conducted thereon. To the Knowledge of Sellers, all facilities and improvements located on the Real Property have received all material approvals of Governmental Authorities, including all Permits, required in connection with the ownership or operation thereof, and the Real Property has been used, operated, occupied and maintained in accordance with applicable Law in all material respects. To the Knowledge of Sellers, there are no pending or threatened (i) requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to any of the Real Property, (ii) condemnation proceedings that would affect any of the Real Property, (iii) public improvements that would result in any material charge being levied or assessed against, or would result in the creation of any material Lien upon, any of the Real Property, or (iv) any other matters materially and adversely affecting the current use, occupancy and value of the Real Property. The Owned Real Property and the Leased Real Property comprise all of the real property used or intended to be used by the Company as of the date hereof in the Company Business. The current use and occupancy of the Real Property by the Company, or contemplated use and occupancy of the Real Property as of the date hereof by the Company, and the operation of the Company Business as currently conducted or contemplated to be conducted by the Company as of the date hereof thereon by the Company do not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded Contract materially affecting such Real Property (the “Encumbrance Documents”). Neither Seller nor any Company Party has received any notice of violation of any Encumbrance Documents and, to the Knowledge of the Seller, there is no Basis for the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any of the Encumbrance Documents that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of each Company Party’s business as currently conducted thereon. None of the improvements or facilities located on the Real Property encroaches on any land that is not included in the Real Property or on any easement affecting such Real Property, or violates any building lines or set-back lines, and there are no encroachments onto the Real Property, or any portion thereof, that would interfere with the use and occupancy of such Real Property or the continued operation of the Company Business as currently conducted thereon.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Hi-Crush Partners LP), Membership Interest Purchase Agreement

Condition of Real Property. (a) Except as specifically described set forth on Schedule 5.8(c3.9(a), there are no Proceedings or claims, disputes, condemnations, specials assessments or conditions, affecting any of the representations Transferred Owned Real Property that would interfere with Buyer’s use of such property after the Closing Date in this Section 5.8(c) are true. No Company Party has experienced any material disruptions to its operations arising out respect. There are no material defects in the physical or structural condition of any recurring loss buildings or improvements constituting part of electrical power, flooding, limitations the Transferred Owned Real Property which would prevent Buyer from conducting the Business therein in substantially the manner in which it has been conducted by Seller prior to access to public sewer and water or restrictions on septic service at the Real PropertyClosing Date. All utilities servicing presently serving the Transferred Owned Real Property are publicly provided and maintained, and all facilities located on adequate to service the existing normal operations of the Business with respect to such Transferred Owned Real Property are supplied consistent with utilities necessary for the operation of such facilities. The Real Property is suitable for use in the Ordinary Course of Business and has no deferred repair items unless specifically reserved in the financial statements. The Real Property abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable and appurtenant easement benefiting the Real Property. past practice. (b) To the Knowledge of Sellers, the present use and occupancy of the Real Property Seller: (i) Seller is not in material violation of any zoningLegal Requirement which, subdivision individually or other land usein combination with any others, structural safety, or other similar Law (as used in this Section 5.8, sometimes collectively referred would materially and adversely affect the ability of Seller to herein as the “use any parcel of Transferred Owned Real Property Laws” in the manner and scope in which it is now being used or individually, operated or otherwise which would have a “Real Property Law”). No Company Party has received any Material Adverse Effect; and (ii) other than published notice of violation of any Real Property Law, and, to the Knowledge of Sellers, there is no Basis for the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellersnot actually received, there is no pending or anticipated change in any contemplated rezoning or special designation proceeding affecting the Transferred Owned Real Property Law that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of each Company Party’s business as currently conducted thereon. To the Property. (c) Seller has no Knowledge of Sellers, all facilities and improvements located on the Real Property have received all material approvals of Governmental Authorities, including all Permits, required in connection with the ownership or operation thereofof, and the Real Property has been usednot received any written notice from, operatedany utility company, occupied and maintained in accordance with applicable Law in all material respects. To the Knowledge of Sellers, there are no pending or threatened (i) requests, applications or proceedings to alter or restrict any zoning municipality or other use restrictions applicable to any entity of the Real Propertydiscontinuation of sewer, (ii) condemnation proceedings that would affect any of water, electric, gas, telephone or other utilities or services presently provided to the Real Property, (iii) public improvements that would result in any material charge being levied or assessed against, or would result in the creation of any material Lien upon, any of the Real Property, or (iv) any other matters materially and adversely affecting the current use, occupancy and value of the Real Property. The Transferred Owned Real Property and the Leased Real Property comprise all of the real property used or intended to be used by the Company as of the date hereof in the Company Business. The current use and occupancy of the Real Property by the Company, or contemplated use and occupancy of the Real Property as of the date hereof by the Company, and the operation of the Company Business as currently conducted or contemplated to be conducted by the Company as of the date hereof thereon by the Company do not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded Contract materially affecting such Real Property (the “Encumbrance Documents”). Neither Seller nor any Company Party has received any notice of violation of any Encumbrance Documents and, to the Knowledge of the Seller, there is no Basis for the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any of the Encumbrance Documents that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of each Company Party’s business as currently conducted thereon. None of the improvements or facilities located on the Real Property encroaches on any land that is not included in the Real Property or on any easement affecting such Real Property, or violates any building lines or set-back lines, and there are no encroachments onto the Real Property, or any portion thereof, that would interfere with the use and occupancy of such Real Property or the continued operation of the Company Business as currently conducted thereon.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Eastman Kodak Co)

Condition of Real Property. Except as specifically described on Schedule 5.8(c), the representations in this Section 5.8(c(a) are true. No Company Party has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service at the Real Property. All utilities servicing the Real Property are publicly provided and maintained, and all facilities located on the Real Property are supplied with utilities necessary for the operation of such facilities. The Real Property is suitable for use in listed on SCHEDULE 2.1.7 constitutes all the Ordinary Course of Business and has no deferred repair items unless specifically reserved in the financial statements. The Real Property abuts on and has direct vehicular access to a public road real property used by Seller or has access to a public road via a permanent, irrevocable and appurtenant easement benefiting the Real Property. To the Knowledge of Sellers, the present use and occupancy of the Real Property is not in material violation of any zoning, subdivision or other land use, structural safety, or other similar Law (as used in this Section 5.8, sometimes collectively referred to herein as the “Real Property Laws” or individually, a “Real Property Law”). No Company Party has received any notice of violation of any Real Property Law, and, to the Knowledge of Sellers, there is no Basis for the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any Real Property Law that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of each Company Party’s business as currently conducted thereon. To the Knowledge of Sellers, all facilities and improvements located on the Real Property have received all material approvals of Governmental Authorities, including all Permits, required others in connection with the ownership or operation thereof, and the Real Property has been used, operated, occupied and maintained in accordance with applicable Law in all material respects. To the Knowledge of Sellers, there are no pending or threatened (i) requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to any of the Real Property, (ii) condemnation proceedings that would affect any of the Real Property, (iii) public improvements that would result in any material charge being levied or assessed against, or would result in the creation of any material Lien upon, any of the Real Property, or (iv) any other matters materially and adversely affecting the current use, occupancy and value of the Real Property. The Owned Real Property and the Leased Real Property comprise all of the real property used or intended to be used by the Company as of the date hereof in the Company Business. The current use and occupancy of the Real Property by the Company, or contemplated use and occupancy of the Real Property as of the date hereof by the Company, and the operation of the Company Business. Seller does not own any Real Property. (b) Except as set forth on SCHEDULE 7.8(b), neither Seller, any Shareholder, nor any affiliate thereof owns or has owned any Real Property that is or has been used or held for use in conjunction with the Business. Except as set forth on SCHEDULE 7.8(b), all Real Property that is being or has been used in conjunction with the Business as currently conducted or contemplated has been leased Real Property. (c) The leased Real Property is leased at the rates and for terms ending on the dates shown on SCHEDULE 7.8(c) pursuant to be conducted by the Company as agreements described in SCHEDULE 2.1.2 (the "Lease Agreements"), which are the sole and complete agreements concerning Seller's use of the date hereof thereon by the Company do not violate any easementleased premises. Each Lease Agreement is legal, covenantvalid, conditionbinding, restriction or similar provision enforceable, and in any instrument of record or other unrecorded Contract materially affecting such Real Property (the “Encumbrance Documents”)full force and effect. Neither Seller nor any Company Party other party is in default, violation, or breach in any respect under any Lease Agreement, and no event has there occurred and is there continuing an event that constitutes or, with notice or the passage of time or both, would constitute a default, violation, or breach thereunder. No amount payable under any Lease Agreement is past due. Seller has not received any notice of violation a default, offset, or counterclaim under any Lease Agreement or any other communication asserting non-compliance with any Lease Agreement. Seller has the exclusive right to use and occupy the premises leased under each Lease Agreement. Seller enjoys peaceful and undisturbed possession of the premises leased by Seller under each Lease Agreement. Except as set forth on SCHEDULE 7.8(c), the Lease Agreements are free and clear of all Liens, except for lessors' interests in the leases. Seller has delivered to Buyer, true and complete copies of the Lease Agreements, together, in the case of any Encumbrance Documents andsubleases or similar occupancy agreements, to the Knowledge with copies of the Seller, there is no Basis all overleases. (d) All utilities that are required for the issuance full and complete occupancy and use of any such notice or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any of the Encumbrance Documents that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of each Company Party’s business as currently conducted thereon. None of the improvements or facilities located on the Real Property encroaches on any land that is not included in for the Real Property or on any easement affecting purposes for which such Real Propertyproperties are presently being used by Seller, or violates any building lines or set-back linesincluding without limitation electric, water, sewer, telephone, and there similar services, have been connected and are no encroachments onto in good working order. By the Real PropertyClosing Date, Seller will have paid all charges for such utilities, including without limitation any "tie-in" charges or any portion thereofconnection fees, except for those charges that would interfere with will not become due until after the use Closing Date and occupancy of such Real Property or the continued operation of the Company Business as currently conducted thereon.that are to be prorated between Seller and Buyer pursuant to Article V.

Appears in 1 contract

Samples: Asset Purchase Agreement (Usinternetworking Inc)

Condition of Real Property. Except as specifically described (a) The Real Property listed on Schedule 5.8(c)1.4 constitutes all the real property owned ("Real Property-Owned") or leased ("Real Property- Leased") by Seller or others in connection with the operation of the Stations as they are now operated. Seller has marketable fee simple title (free and clear of any liens other than Permitted Liens) to the Real Property-Owned. (b) There are no encroachments upon the Real Property by any buildings, structures, or improvements located on adjoining real estate. None of the representations buildings, structures, or improvements (including without limitation any ground radials, guy wires or guy anchors) constructed on the Real Property encroach upon adjoining real estate, and all such buildings, structures, and improvements are constructed in this Section 5.8(c) conformity with or are true"grandfathered" with respect to all "setback" lines, easements, and other restrictions, or rights of record, or that have been established by any applicable building or safety code or zoning ordinance. Such "grandfathered" approvals shall survive indefinitely the transfer of the Real Property to Buyer. No Company Party has experienced any material disruptions utility lines serving the Real Property pass over the lands of others except where appropriate easements have been obtained. There are no pending or, to its operations arising out the best of any recurring loss of electrical powerSeller's knowledge, flooding, limitations to access to public sewer and water threatened or restrictions on septic service at contemplated condemnation or eminent domain proceedings that may affect the Real Property. All utilities servicing There exists no writ, injunction, decree, order or judgment, nor any litigation, pending, or to the Real Property are publicly provided and maintainedbest of Seller's knowledge, and all facilities located on threatened, relating to the Real Property are supplied with utilities necessary for the ownership, use, lease, occupancy or operation of such facilities. The Real Property is suitable for use in the Ordinary Course any of Business and has no deferred repair items unless specifically reserved in the financial statements. The Real Property abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable and appurtenant easement benefiting the Real Property. To the Knowledge of Sellers, the present Seller's use and occupancy of the Real Property is not complies in all material violation respects with all regulations, codes, ordinances, and statutes of any zoningall applicable governmental authorities, subdivision or other land useincluding without limitation all environmental protection and sanitary laws and regulations, occupational safety and health regulations, and electrical codes. There are no material structural safety, or other similar Law (as used in this Section 5.8, sometimes collectively referred to herein as the “Real Property Laws” or individually, a “Real Property Law”). No Company Party has received any notice of violation of any Real Property Law, and, to the Knowledge of Sellers, there is no Basis for the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any Real Property Law that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof defects in the continued operation of each Company Party’s business as currently conducted thereon. To the Knowledge of Sellersbuildings, all facilities structures, and improvements located on the Real Property have received all material approvals of Governmental Authorities, including all Permits, required Property. Roofs are in connection with the ownership or operation thereofgood condition and repair, and the Real Property has been usedall plumbing equipment, operatedheating, occupied ventilating and maintained in accordance with applicable Law in all material respects. To the Knowledge of Sellersair conditioning equipment, there electrical wiring, and water and sewage systems are no pending or threatened (i) requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to any of the Real Property, (ii) condemnation proceedings that would affect any of the Real Property, (iii) public improvements that would result in any material charge being levied or assessed against, or would result in the creation operating properly and are free of any material Lien upondefects. (c) The leased premises are leased at the rates and for terms ending on the dates shown on Schedule 1.4 pursuant to the agreements described in Schedule 1.4 (the "Lease Agreements"), any which are the sole and complete agreements concerning Seller's use of the Real Propertyleased premises. Each Lease Agreement is legal, or (iv) any other matters materially valid, binding, enforceable and adversely affecting the current use, occupancy in full force and value of the Real Property. The Owned Real Property and the Leased Real Property comprise all of the real property used or intended to be used by the Company as of the date hereof in the Company Business. The current use and occupancy of the Real Property by the Company, or contemplated use and occupancy of the Real Property as of the date hereof by the Company, and the operation of the Company Business as currently conducted or contemplated to be conducted by the Company as of the date hereof thereon by the Company do not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded Contract materially affecting such Real Property (the “Encumbrance Documents”)effect. Neither Seller nor any Company Party other party is in default, violation or breach in any respect under any Lease Agreement, and no event has occurred and is continuing that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach thereunder. No amount payable under any Lease Agreement is past due. Seller has not received any notice of violation of a default, offset or counterclaim under any Encumbrance Documents and, Lease Agreement or any other communication asserting non-compliance with any Lease Agreement. Seller has the exclusive right to use and occupy the Knowledge premises leased under each Lease Agreement as they are now currently being used and occupied and for the purposes necessary to operate the Stations. Seller enjoys peaceful and undisturbed possession of the Seller, there is no Basis for premises leased by Seller under the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any of the Encumbrance Documents that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of each Company Party’s business as currently conducted thereon. None of the improvements or facilities located on the Real Property encroaches on any land that is not included in the Real Property or on any easement affecting such Real Property, or violates any building lines or set-back lines, and there are no encroachments onto the Real Property, or any portion thereof, that would interfere with the use and occupancy of such Real Property or the continued operation of the Company Business as currently conducted thereon.Lease

Appears in 1 contract

Samples: Asset Purchase Agreement (Beasley Broadcast Group Inc)

Condition of Real Property. Except as specifically described (a) The Real Property listed on Schedule 5.8(c), 1.4 constitutes all the representations real property owned ("Real Property-Owned") or leased ("Real Property-Leased") by Seller in this Section 5.8(c) are trueconnection with the operation of the Stations as it is now operated. No Company Party Seller has experienced any material disruptions to its operations arising out marketable fee simple title (free and clear of any recurring loss liens other than Permitted Liens) to the Real Property-Owned. (b) There are no encroachments upon the Real Property by any buildings, structures, or improvements located on adjoining real estate. None of electrical powerthe buildings, floodingstructures, limitations or improvements of Seller (including without limitation any ground radials, guy wires or guy anchors) constructed on the Real Property encroach upon adjoining real estate, and all such buildings, structures, and improvements are constructed in conformity with or are "grandfathered" with respect to access all "setback" lines, easements, and other restrictions, or rights of record, or that have been established by any applicable building or safety code or zoning ordinance. Such "grandfathered" approvals shall survive indefinitely the transfer of the Real Property to public sewer and water Buyer. There are no pending or, to the best of Seller's knowledge, threatened or restrictions on septic service at contemplated condemnation or eminent domain proceedings that may affect the Real Property. All utilities servicing There exists no writ, injunction, decree, order or judgment, nor any litigation, pending, or to the Real Property are publicly provided and maintainedbest of Seller's knowledge, and all facilities located on threatened, relating to the Real Property are supplied with utilities necessary for the ownership, use, lease, occupancy or operation of such facilities. The Real Property is suitable for use in the Ordinary Course any of Business and has no deferred repair items unless specifically reserved in the financial statements. The Real Property abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable and appurtenant easement benefiting the Real Property. To the Knowledge of Sellers, the present Seller's use and occupancy of the Real Property is not in material violation of any zoning, subdivision or other land use, structural safety, or other similar Law (as used in this Section 5.8, sometimes collectively referred to herein as the “Real Property Laws” or individually, a “Real Property Law”). No Company Party has received any notice of violation of any Real Property Law, and, to the Knowledge of Sellers, there is no Basis for the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any Real Property Law that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of each Company Party’s business as currently conducted thereon. To the Knowledge of Sellers, all facilities and improvements located on the Real Property have received all material approvals of Governmental Authorities, including all Permits, required in connection with the ownership or operation thereof, and the Real Property has been used, operated, occupied and maintained in accordance with applicable Law complies in all material respects. To the Knowledge of Sellersrespects with all regulations, there are no pending or threatened (i) requestscodes, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to any of the Real Property, (ii) condemnation proceedings that would affect any of the Real Property, (iii) public improvements that would result in any material charge being levied or assessed against, or would result in the creation of any material Lien upon, any of the Real Property, or (iv) any other matters materially and adversely affecting the current use, occupancy and value of the Real Property. The Owned Real Property and the Leased Real Property comprise all of the real property used or intended to be used by the Company as of the date hereof in the Company Business. The current use and occupancy of the Real Property by the Company, or contemplated use and occupancy of the Real Property as of the date hereof by the Companyordinances, and the operation statutes of the Company Business as currently conducted or contemplated to be conducted by the Company as of the date hereof thereon by the Company do not violate any easementall applicable governmental authorities, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded Contract materially affecting such Real Property (the “Encumbrance Documents”). Neither Seller nor any Company Party has received any notice of violation of any Encumbrance Documents including without limitation all environmental protection and, to the Knowledge of the Seller, there is no Basis for the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any of the Encumbrance Documents that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of each Company Party’s business as currently conducted thereon. None of the improvements or facilities located on the Real Property encroaches on any land that is not included in the Real Property or on any easement affecting such Real Property, or violates any building lines or set-back lines, and there are no encroachments onto the Real Property, or any portion thereof, that would interfere with the use and occupancy of such Real Property or the continued operation of the Company Business as currently conducted thereon.

Appears in 1 contract

Samples: Asset Purchase Agreement (Beasley Broadcast Group Inc)

Condition of Real Property. (a) Except as specifically described set forth on Schedule 5.8(c3.9(a), there are no Proceedings or claims, disputes, condemnations, specials assessments or conditions, affecting any of the representations Transferred Owned Real Property that would interfere with Buyer's use of such property after the Closing Date in this Section 5.8(c) are true. No Company Party has experienced any material disruptions to its operations arising out respect. There are no material defects in the physical or structural condition of any recurring loss buildings or improvements constituting part of electrical power, flooding, limitations the Transferred Owned Real Property which would prevent Buyer from conducting the Business therein in substantially the manner in which it has been conducted by Seller prior to access to public sewer and water or restrictions on septic service at the Real PropertyClosing Date. All utilities servicing presently serving the Transferred Owned Real Property are publicly provided and maintained, and all facilities located on adequate to service the existing normal operations of the Business with respect to such Transferred Owned Real Property are supplied consistent with utilities necessary for the operation of such facilities. The Real Property is suitable for use in the Ordinary Course of Business and has no deferred repair items unless specifically reserved in the financial statements. The Real Property abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable and appurtenant easement benefiting the Real Property. past practice. (b) To the Knowledge of Sellers, the present use and occupancy of the Real Property Seller: (i) Seller is not in material violation of any zoningLegal Requirement which, subdivision individually or other land usein combination with any others, structural safety, or other similar Law (as used in this Section 5.8, sometimes collectively referred would materially and adversely affect the ability of Seller to herein as the “use any parcel of Transferred Owned Real Property Laws” in the manner and scope in which it is now being used or individually, operated or otherwise which would have a “Real Property Law”). No Company Party has received any Material Adverse Effect; and (ii) other than published notice of violation of any Real Property Law, and, to the Knowledge of Sellers, there is no Basis for the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellersnot actually received, there is no pending or anticipated change in any contemplated rezoning or special designation proceeding affecting the Transferred Owned Real Property Law that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of each Company Party’s business as currently conducted thereon. To the Property. (c) Seller has no Knowledge of Sellers, all facilities and improvements located on the Real Property have received all material approvals of Governmental Authorities, including all Permits, required in connection with the ownership or operation thereofof, and the Real Property has been usednot received any written notice from, operatedany utility company, occupied and maintained in accordance with applicable Law in all material respects. To the Knowledge of Sellers, there are no pending or threatened (i) requests, applications or proceedings to alter or restrict any zoning municipality or other use restrictions applicable to any entity of the Real Propertydiscontinuation of sewer, (ii) condemnation proceedings that would affect any of water, electric, gas, telephone or other utilities or services presently provided to the Real Property, (iii) public improvements that would result in any material charge being levied or assessed against, or would result in the creation of any material Lien upon, any of the Real Property, or (iv) any other matters materially and adversely affecting the current use, occupancy and value of the Real Property. The Transferred Owned Real Property and the Leased Real Property comprise all of the real property used or intended to be used by the Company as of the date hereof in the Company Business. The current use and occupancy of the Real Property by the Company, or contemplated use and occupancy of the Real Property as of the date hereof by the Company, and the operation of the Company Business as currently conducted or contemplated to be conducted by the Company as of the date hereof thereon by the Company do not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded Contract materially affecting such Real Property (the “Encumbrance Documents”). Neither Seller nor any Company Party has received any notice of violation of any Encumbrance Documents and, to the Knowledge of the Seller, there is no Basis for the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any of the Encumbrance Documents that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of each Company Party’s business as currently conducted thereon. None of the improvements or facilities located on the Real Property encroaches on any land that is not included in the Real Property or on any easement affecting such Real Property, or violates any building lines or set-back lines, and there are no encroachments onto the Real Property, or any portion thereof, that would interfere with the use and occupancy of such Real Property or the continued operation of the Company Business as currently conducted thereon.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Itt Industries Inc)

Condition of Real Property. Except as specifically described (a) The Real Property listed on Schedule 5.8(c)1.4 constitutes all the real property owned or leased by Seller or others in connection with the operation of the Stations as they are now operated. (b) There are no encroachments upon the Real Property owned by Seller (the "Real Property-Owned") by any buildings, structures, or improvements located on adjoining real estate. None of the representations in this Section 5.8(cbuildings, structures, or improvements (including without limitation any ground radials, guy wires or guy anchors) are true. No Company Party has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions constructed on septic service at the Real Property. All utilities servicing the Real Property are publicly provided and maintained-Owned encroach upon adjoining real estate, and all facilities located on such buildings, structures, and improvements are constructed in conformity with or are "grandfathered" with respect to all "setback" lines, easements, and other restrictions, or rights of record, or that have been established by any applicable building or safety code or zoning ordinance. Such "grandfathered" approvals shall survive indefinitely the Real Property are supplied with utilities necessary for the operation transfer of such facilities. The Real Property is suitable for use in the Ordinary Course of Business and has no deferred repair items unless specifically reserved in the financial statements. The Real Property abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable and appurtenant easement benefiting the Real Property-Owned to Buyer. To No utility lines serving the Knowledge Real Property-Owned pass over the lands of Sellersothers except where appropriate easements have been obtained. There are no pending or, to the present best of Seller's knowledge, threatened or contemplated condemnation or eminent domain proceedings that may affect the Real Property-Owned. There exists no writ, injunction, decree, order or judgment, nor any litigation, pending, or to the best of Seller's knowledge, threatened, relating to the ownership, use, lease, occupancy or operation of any of the Real Property-Owned. Seller's use and occupancy of the Real Property is not Property-Owned complies in all material violation respects with all regulations, codes, ordinances, and statutes of any zoningall applicable governmental authorities, subdivision or other land useincluding without limitation all environmental protection and sanitary laws and regulations, occupational safety and health regulations, and electrical codes. There are no material structural safety, or other similar Law (as used in this Section 5.8, sometimes collectively referred to herein as the “Real Property Laws” or individually, a “Real Property Law”). No Company Party has received any notice of violation of any Real Property Law, and, to the Knowledge of Sellers, there is no Basis for the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any Real Property Law that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof defects in the continued operation of each Company Party’s business as currently conducted thereon. To the Knowledge of Sellersbuildings, all facilities structures, and improvements located on the Real Property have received all material approvals of Governmental Authorities, including all Permits, required in connection with the ownership or operation thereof, and the Real Property has been used, operated, occupied and maintained in accordance with applicable Law in all material respectsProperty-Owned. To the Knowledge of Sellers, there are no pending or threatened (i) requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to any Roofs of the Real Property-Owned are in good condition and repair, (ii) condemnation proceedings that would affect any and all plumbing equipment, heating, ventilating and air conditioning equipment, electrical wiring, and water and sewage systems of the Real Property, (iii) public improvements that would result in any material charge being levied or assessed against, or would result in the creation -Owned are operating properly and are free of any material Lien upondefects. (c) The leased premises are leased at the rates and for terms ending on the dates shown on Schedule 1.4 pursuant to the agreements described in Schedule 1.4 (the "Lease Agreements"), any which are the sole and complete agreements concerning Seller's use of the Real Propertyleased premises. Each Lease Agreement is legal, or (iv) any other matters materially valid, binding, enforceable and adversely affecting the current use, occupancy in full force and value of the Real Property. The Owned Real Property and the Leased Real Property comprise all of the real property used or intended to be used by the Company as of the date hereof in the Company Business. The current use and occupancy of the Real Property by the Company, or contemplated use and occupancy of the Real Property as of the date hereof by the Company, and the operation of the Company Business as currently conducted or contemplated to be conducted by the Company as of the date hereof thereon by the Company do not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded Contract materially affecting such Real Property (the “Encumbrance Documents”)effect. Neither Seller nor any Company Party other party is in default, violation or breach in any respect under any Lease Agreement, and no event has occurred and is continuing that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach thereunder. No amount payable under any Lease Agreement is past due. Seller has not received any notice of violation a default, offset or counterclaim under any Lease Agreement or any other communication asserting non-compliance with any Lease Agreement. Seller has the exclusive right to use and occupy the premises leased under each Lease Agreement. Seller enjoys peaceful and undisturbed possession of the premises leased by Seller under the Lease Agreement. Except as set forth on Schedule 6.8(c), the Lease Agreements are free and clear of all Liens, except for lessors' interests in the leases. Seller has delivered to Buyer, true and complete copies of the Lease Agreements, together, in the case of any Encumbrance Documents andsubleases or similar occupancy agreements, with copies of all overleases. Each lessor of the Lease Agreements has consented, in the form set forth in Exhibit D (a "Landlord Consent"), to the Knowledge assignment of its respective Lease Agreement from Seller to Buyer on terms and conditions no less favorable than those in effect on the Sellerdate hereof, there is no Basis for and such assignment will not affect the issuance validity, enforceability and continuity of any such notice or taking lease. (d) All utilities that are required for the full and complete occupancy and use of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any of the Encumbrance Documents that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of each Company Party’s business as currently conducted thereon. None of the improvements or facilities located on the Real Property encroaches on any land that is not included in the Real Property or on any easement affecting such Real Property, or violates any building lines or set-back lines, and there are no encroachments onto the Real Property-Owned for the purposes for which such properties are presently being used by Seller, including without limitation electric, water, sewer, telephone and similar services, have been connected and are in good working order. By the Closing Date, Seller will have paid all charges for such utilities, including without limitation any "tie-in" charges or any portion thereofconnection fees, except for those charges that would interfere with will not become due until after the use Closing Date and occupancy of such Real Property or the continued operation of the Company Business as currently conducted thereonthat are to be prorated between Seller and Buyer pursuant to Article IV.

Appears in 1 contract

Samples: Asset Purchase Agreement (Beasley Broadcast Group Inc)

Condition of Real Property. (a) Except as specifically described disclosed on Schedule 5.8(c3.7(a), the representations in this Section 5.8(c(i) are true. No Company Party Target has experienced any material disruptions to its operations arising out not received written notice of any recurring loss proceeding either instituted, or planned to be instituted, respecting any taking, condemnation, action in eminent domain, or any voluntary conveyance in lieu thereof, of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service at any part of the Real Property. All utilities servicing the Real Property are publicly provided and maintained, and all facilities located on the Real Property are supplied with utilities necessary for the operation of such facilities. The Real Property is suitable for use in the Ordinary Course of Business and has no deferred repair items unless specifically reserved in the financial statements. The Real Property abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable and appurtenant easement benefiting the Real Property. To the Knowledge of Sellers, the present use and occupancy of the Real Property is not in material violation of any zoning, subdivision or other land use, structural safety, or other similar Law any interest therein or right accruing thereto or use thereof and (as used in this Section 5.8ii) to Target's Knowledge, sometimes collectively referred to herein as the “Real Property Laws” no taking or individually, a “Real Property Law”). No Company Party has received any notice voluntary conveyance of violation all or part of any Real Property LawProperty, andor any interest therein or right accruing thereto or use thereof, to as the Knowledge of Sellersresult of, there is no Basis for or in settlement of, any condemnation or other eminent domain proceeding by any Governmental Body affecting the issuance of any such notice or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any Real Property Law that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof has been commenced or planned to be instituted with respect to all or any portion of any Real Property. (b) Except as disclosed on Schedule 3.7(b), (i) Target has received no written notice from any (A) Governmental Body that any of the Real Property is in violation of any Occupational Safety and Health Law or any other Legal Requirement, or (B) third party that the continued operation Real Property is in violation of each Company Party’s business as currently conducted thereon. To the Knowledge of Sellersany REA or DDA affecting such Real Property, and (ii) to Target's Knowledge, no such violations described in Section 3.7(b)(i) exist; and (iii) all facilities and improvements located on the Real Property have are in good repair and working order, ordinary wear and tear excepted. (c) Target has not received all material approvals written notice of Governmental Authorities, including all Permits, required in connection any adverse claims or demands with respect to the ownership or operation thereof, and rights of access to public ways to permit the Real Property has been used, operated, occupied and maintained in accordance with applicable Law in all material respects. To the Knowledge of Sellers, there are no pending or threatened (i) requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to any of the Real Property, (ii) condemnation proceedings that would affect any of the Real Property, (iii) public improvements that would result in any material charge being levied or assessed against, or would result in the creation of any material Lien upon, any of the Real Property, or (iv) any other matters materially and adversely affecting the current use, occupancy and value of the Real Property. The Owned Real Property and the Leased Real Property comprise all of the real property used or intended to be used by the Company as of the date hereof in the Company Businessfor its intended purpose. The current use and occupancy of the All Real Property is served by the Companyoperating water, or contemplated use electric and occupancy of the telephone services and to Target's Knowledge, sewer, sanitary sewer and storm drain facilities. To Target's Knowledge, all reciprocal easement agreements affecting any Real Property as of or Property are in full force and effect and Target has not asserted any defaults against the date hereof by the Company, other parties thereto and the operation of the Company Business as currently conducted or contemplated to be conducted by the Company as of the date hereof thereon by the Company do has not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded Contract materially affecting such Real Property (the “Encumbrance Documents”). Neither Seller nor any Company Party has received any written notice of violation of any Encumbrance Documents anddefaults there under. (d) To Target's Knowledge, to the Knowledge of the Seller, there is no Basis for the issuance of any such notice building or taking of any action for such violation. To the Knowledge of Sellers, there is no pending or anticipated change in any of the Encumbrance Documents that will materially impair the ownership, lease, use or occupancy of structure on any Real Property or any portion thereof in Appurtenance thereto or equipment thereon, or the continued use, operation of each Company Party’s business as currently conducted thereon. None of the improvements or facilities located on the Real Property maintenance thereof, violates any restrictive covenant or encroaches on any land that is not included in the Real Property easement or on any easement affecting such Real Propertyproperty owned by others, which violation or violates any building lines or set-back lines, and there are no encroachments onto the Real Property, or any portion thereof, that would interfere encroachment materially interferes with the use and occupancy or could materially adversely affect the value of such Real Property building, structure or appurtenance or which encroachment is necessary for the continued operation of the Company Business as currently conducted thereonbusiness at any Target Lease.

Appears in 1 contract

Samples: Merger Agreement (Regal Entertainment Group)